Replimune Announces Inducement Grants Under Nasdaq Listing Rule 5635(c)(4)

Replimune (NASDAQ: REPL) granted inducement equity awards to Chief Commercial Officer Michelle DiNapoli under Nasdaq Listing Rule 5635(c)(4).

Rhea-AI Summary

Replimune (NASDAQ: REPL) granted inducement equity awards to Chief Commercial Officer Michelle DiNapoli under Nasdaq Listing Rule 5635(c)(4). The package includes a non-qualified stock option for 150,000 shares at an exercise price of $15.58 and 100,000 restricted stock units (RSUs).

The option has a 10-year term, vesting 25% after one year and monthly over the following three years. The RSUs vest in roughly four equal annual installments starting August 15, 2027. According to Replimune, these awards were granted outside the 2018 Equity Incentive Plan but follow substantially similar terms.

Argus Aug 20 session 25 alerts

-5.13% close to close 0.8x rel. volume Open Argus

Details

Market move: REPL -5.13% in the Aug 20 session. inducement equity grants

-2.0% Trough in 1 hr 1 min

$1.34B Market Cap

On Aug 20, the first trading day after this news, REPL closed 5.13% below the previous close. Argus tracked a trough of -2.0% from its starting point during tracking. Our momentum scanner recorded 25 alerts for this stock that day.

Data tracked by StockTitan Argus for the Aug 20 session.

Key Figures

Stock option shares: 150,000 shares Restricted stock unit shares: 100,000 shares Exercise price: $15.58 per share +5 more

Stock option shares

150,000 shares

Inducement award

Restricted stock unit shares

100,000 shares

Inducement award

Exercise price

$15.58 per share

Equal to closing price on grant date

Option term

10 years

Non-qualified stock option

Option vesting period

4 years

25% vests on the one-year anniversary

Initial vesting

25%

Underlying option shares vest on the one-year anniversary

RSU vesting installments

4 equal annual installments

Beginning August 15, 2027

Inducement exception

Nasdaq Listing Rule 5635(c)(4)

Compensation committee approval

Historical Context

5 past events · Latest: Aug 14

5 events

1. Aug 14

   Q1 2027 earnings

   24h Move

   -1.4%

   Regulatory milestone, narrowed loss, financing, and more-than-12-month operating runway

2. Aug 10

   Public offering

   24h Move

   +13.3%

   Underwritten offering priced at $150 million in gross proceeds

3. Aug 06

   FDA approval

   24h Move

   -6.2%

   Accelerated approval for TUDRIQEV with nivolumab in advanced melanoma

4. Jul 30

   FDA advisory meeting

   24h Move

   +107.0%

   Advisory committee voted 10 to 3 on evaluability and clinical meaningfulness

5. Jun 29

   Q4 2026 earnings

   24h Move

   -3.7%

   Annual results reported net loss and lower cash balance

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

non-qualified stock option, restricted stock units, nasdaq listing rule 5635(c)(4)

3 terms

non-qualified stock option financial

"The inducement awards consist of a non-qualified stock option to purchase 150,000 shares"

A non-qualified stock option (NSO) is a contract that lets an employee or service provider buy company shares at a fixed price for a set period, like a voucher to purchase stock later at today’s price. It matters to investors because exercising NSOs creates ordinary income for the holder and can increase share count, affecting a company’s earnings and ownership mix; think of it as a future sale that can dilute existing shareholders and has immediate tax consequences for the recipient.

restricted stock units financial

"and restricted stock units representing 100,000 shares of the Company's common stock"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

nasdaq listing rule 5635(c)(4) regulatory

"under the employment inducement exception under Nasdaq Listing Rule 5635(c)(4)"

NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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WOBURN, Mass., Aug. 19, 2026 (GLOBE NEWSWIRE) -- Replimune Group, Inc. (NASDAQ: REPL), a commercial stage biotechnology company pioneering the development of novel oncolytic immunotherapies, today announced the grant of inducement equity awards to Michelle DiNapoli, the Company’s Chief Commercial Officer.

The inducement awards consist of a non-qualified stock option to purchase 150,000 shares of the Company's common stock and restricted stock units representing 100,000 shares of the Company's common stock. The option has an exercise price of $15.58 per share, which is equal to the closing price of the Company's common stock on the date of grant. The option has a 10-year term and will vest over four years, with 25% of the underlying shares vesting on the one-year anniversary of the grant date and the remainder vesting monthly for three years thereafter. The restricted stock units vest in approximately four equal annual installments beginning on August 15, 2027.

The inducement awards were approved by the compensation committee of the Company's board of directors in reliance on the employment inducement exception under Nasdaq Listing Rule 5635(c)(4). While the inducement awards were granted outside of the Company’s 2018 Equity Incentive Plan, the awards will have terms and conditions consistent with those set forth under the plan.

About Replimune

Replimune Group, Inc., headquartered in Woburn, MA, was founded in 2015 with the mission to transform cancer treatment by pioneering the development of novel oncolytic immunotherapies, including the Company’s first commercially available product TUDRIQEV (vusolimogene oderparepvec-wtpg), approved under accelerated approval by the U.S. Food and Drug Administration in combination with nivolumab for the treatment of adults with advanced melanoma who experienced disease progression on a PD-1 antibody-based regimen. Replimune’s proprietary RPx platform is based on a potent HSV-1 backbone intended to maximize immunogenic cell death and induce a systemic anti-tumor immune response. Upon intratumor injection, RPx causes direct selective virus-mediated killing of the tumor resulting in the release of tumor derived antigens, alteration of the tumor microenvironment, and when dosed in combination with an immune checkpoint inhibitor immunotherapy, it may ignite a systemic anti-tumor response. The RPx product candidates are expected to be synergistic with most established and experimental cancer treatment modalities, leading to the versatility to be developed alone or combined with a variety of other treatment options.

Investor Inquiries
Chris Brinzey
ICR Westwicke
339.970.2843
chris.brinzey@westwicke.com

Media Inquiries
Arleen Goldenberg
Replimune
917.548.1582
media@replimune.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What inducement equity awards did Replimune (REPL) grant to its Chief Commercial Officer in August 2026?

Replimune granted Michelle DiNapoli a stock option for 150,000 shares and 100,000 restricted stock units. According to Replimune, these inducement awards were provided as part of her employment package under Nasdaq Listing Rule 5635(c)(4), aligning with the company’s standard equity incentive terms.

What is the exercise price and term of the new stock options granted by Replimune (REPL)?

The stock option has an exercise price of $15.58 per share and a 10-year term. According to Replimune, the price equals the common stock’s closing price on the grant date, and the option is structured to vest over a four-year service period.

How do the Replimune (REPL) inducement stock options and RSUs vest for Michelle DiNapoli?

The option vests 25% on the first anniversary, then monthly over three years; RSUs vest in four annual installments. According to Replimune, RSU vesting begins around August 15, 2027, providing a multi-year retention and performance alignment mechanism for the Chief Commercial Officer.

Were the August 19, 2026 Replimune (REPL) inducement awards granted under the 2018 Equity Incentive Plan?

No, the inducement awards were granted outside Replimune’s 2018 Equity Incentive Plan using Nasdaq’s employment inducement exception. According to Replimune, the awards nonetheless carry terms and conditions that are consistent with those established under the existing 2018 plan.

What is Nasdaq Listing Rule 5635(c)(4) and how did Replimune (REPL) use it for these grants?

Nasdaq Listing Rule 5635(c)(4) permits equity grants as a material employment inducement without shareholder approval. According to Replimune, the compensation committee relied on this exception to approve Michelle DiNapoli’s option and RSU awards outside the 2018 Equity Incentive Plan.